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Farfetch Announces First Quarter 2021 Results

·22 min read
  • Q1 2021 Gross Merchandise Value and Digital Platform GMV growth of 50% and 60% year-over-year, respectively, to $916 million and $790 million, respectively

  • Q1 2021 Revenue increases 46% year-over-year to $485 million

  • Q1 2021 Digital Platform Order Contribution Margin improves 100 bps year-over-year to 33%; Gross Profit Margin declines 80 bps year-over-year to 46%

  • Q1 2021 Profit After Tax of $517 million includes $660 million non-cash benefit arising from lower share price impact on items held at fair value and remeasurements

  • Q1 2021 Adjusted EBITDA improves to $(19) million, from $(22) million in Q1 2020

  • Upgrades Digital Platform GMV outlook for full year 2021

Farfetch Limited (NYSE: FTCH), the leading global platform for the luxury fashion industry, today reported financial results for the first quarter ended March 31, 2021.

José Neves, Farfetch Founder, Chairman and CEO said: "Farfetch is off to a tremendous start in 2021 with stronger than expected acceleration in the business in the first quarter and higher full-year growth expectations than initially anticipated. Our brand partnerships have never been stronger, and our customer and brand building initiatives are resonating well to drive awareness of our value proposition and retention of our valuable consumers. I am also very enthused by the positive consumer reaction to our recent launch on Tmall’s Luxury Pavilion, and the momentum building behind our Luxury New Retail vision as we see it being adopted by luxury partners around the world. I am more confident than ever in our position to go after the significant growth opportunities we see as a digital enabler of the global luxury industry – a nearly $300 billion opportunity which we remain laser-focused on and plan to continue investing behind to deliver significant value over the long-term."

Elliot Jordan, CFO of Farfetch, said: "I’m extremely pleased with Farfetch’s strong first quarter where we exceeded our own expectations for GMV growth, while also achieving improved unit economics, operating leverage and adjusted EBITDA as compared to the prior year period. In light of the continuation of this strong momentum against a more favorable consumer backdrop, we are even more optimistic about our growth expectations for the year, and the value in continuing to invest behind our long-term growth opportunities as we continue to focus on delivering our first full year of adjusted EBITDA profitability 2021."

Consolidated Financial Summary and Key Operating Metrics (in thousands, except per share data, Average Order Value, or otherwise stated):

Three months ended March 31,

2020

2021

Consolidated Group:

Gross Merchandise Value ("GMV")

$

610,874

$

915,604

Revenue

331,437

485,079

Adjusted Revenue

301,152

408,851

Gross profit

153,376

220,869

Gross profit margin

46.3%

45.5%

(Loss) / Profit after tax

$

(79,177)

$

516,667

Adjusted EBITDA

(22,319)

(19,196)

Adjusted EBITDA Margin

(7.4)%

(4.7)%

Basic (Loss) / Earnings per share ("EPS")

$

(0.24)

$

1.44

Diluted EPS

(0.24)

(0.28)

Adjusted EPS

(0.24)

(0.22)

Digital Platform:

Digital Platform GMV

$

494,899

$

790,014

Digital Platform Services Revenue

185,177

285,861

Digital Platform Gross Profit

97,207

156,335

Digital Platform Gross Profit Margin

52.5%

54.7%

Digital Platform Order Contribution

$

59,241

$

94,468

Digital Platform Order Contribution Margin

32.0%

33.0%

Active Consumers

2,149

3,272

Average Order Value ("AOV") - Marketplace

$

571

$

618

AOV - Stadium Goods

314

326

Brand Platform:

Brand Platform GMV

$

107,459

$

112,315

Brand Platform Revenue

107,459

112,315

Brand Platform Gross Profit

52,480

57,735

Brand Platform Gross Profit Margin

48.8%

51.4%

See "Notes and Disclosures" on page 18 for further explanations. See "Non-IFRS and Other Financial and Operating Metrics" on page 18 for reconciliations of non-IFRS measures to IFRS measures.

Recent Business Highlights

Group

  • Farfetch was recognized as a TIME100 Most Influential Companies of 2021, for our relevance, impact, innovation, leadership and success

  • COVID-19:

    • Maintained continuity of operations throughout the business and continued to work closely with our global logistics partners to preserve continuity of fulfilment and delivery with no material disruptions during first quarter 2021

    • Retail stores remained closed due to lockdown measures in affected locations across Europe

Digital Platform

  • Third-party transactions generated 85% of Digital Platform GMV at a take rate of 29.7% in first quarter 2021

  • Launched new brand campaign labeled "The Perfect Match" in April 2021, highlighting Farfetch’s role as a platform connecting consumers with boutiques around the world

  • The Farfetch Marketplace offered a record number of stock units across more than 3,550 brands from nearly 1,400 sellers as both multi-brand retailer and e-concession supply growth accelerated, including from our Top 10 brand e-concessions who more than doubled available stock units year-over-year

  • Elevated the customer experience with introduction of interactive livestream events enabling Private Clients to engage with creators of brands such as AZ Factory and JAY AHR

  • Continued to partner with brands to highlight their products and collections on the Marketplace, including the first of a four-part year-long ‘Imagined Futures’ collaboration with Gucci focused on sustainability, as well as Burberry’s genderless Spring-Summer 2021 collection and the Tag Heuer Connected watch

  • Advanced Luxury New Retail (LNR) initiative:

    • Full launch of Farfetch storefront on Tmall Luxury Pavilion – making over 3,000 brands available to Alibaba consumers

    • Opened newly relocated Browns boutique in London, fully equipped with latest version of Connected Retail technology to offer visitors an integrated, personalized and interactive experience

    • Expanded partnership with CHANEL with the implementation of Connected Retail technology in CHANEL boutique in Monaco

    • Signed global department store, Printemps, to help design the in-store technology and connected retail experience for their new 300,000 square foot flagship planned for Doha, Qatar

    • Expanded e-concession-as-a-service integrations for Harrods with additions of Zegna and Brunello Cucinelli

    • Appointed by Cidade Matarazzo complex in development in Sao Paolo, to implement our Connected Retail solution to create a technologically advanced luxury experience across the complex’s entire 300,000 square foot retail village

New Guards

  • New Guards’ portfolio continued to create culturally relevant collections

    • Off-White launched ‘I Support Black Women’ initiative with Trinice McNally, which aims to amplify the voices of black women, as part of its quarterly PSA fundraising program and unveiled second activewear collection, named "OFF ACTIVE"

    • Palm Angels introduced new staple sneaker, the "Palm One," and collaborated with famed art book publisher, Rizzoli, to launch a limited-edition zine in celebration of its Spring-Summer 2021 collection

    • Ambush released a capsule collection with Nike and partnered with Moet & Chandon to design limited editions of their iconic champagne bottle

Environmental, Social and Governance (ESG)

  • In partnership with African fashion, art and culture media brand, Nataal, worked to raise the profiles of Black-owned brands, boutiques and creatives via the Farfetch Marketplace

  • Collaborated with 30 Middle Eastern and international designers to release an exclusive capsule collection for Ramadan

  • Launched Farfetch Fix, a luxury restoration service powered by The Restory, enabling customers to seamlessly book a repair or restoration service online and extend the life of their luxury purchases

  • Highlighted ability for European customers to make a positive choice to reduce emissions by opting for standard delivery

  • Released our 2020 Conscious Luxury Trends report on the behaviors of luxury consumers and the luxury industry with regards to sustainability issues, leveraging the power of our data to support our brand and boutique partners

  • As part of Earth day celebrations in April, Farfetchers remotely planted over 5,500 trees to drive positive change and help reduce the impact of carbon emissions

First Quarter 2021 Results Summary

Gross Merchandise Value (in thousands):

Three months ended March 31,

2020

2021

Digital Platform GMV

$

494,899

$

790,014

Brand Platform GMV

107,459

112,315

In-Store GMV

8,516

13,275

GMV

$

610,874

$

915,604

Gross Merchandise Value ("GMV") increased by $304.7 million from $610.9 million in first quarter 2020 to $915.6 million in first quarter 2021, representing year-over-year growth of 49.9%. Digital Platform GMV increased by $295.1 million from $494.9 million in first quarter 2020 to $790.0 million in first quarter 2021, representing year-over-year growth of 59.6%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by approximately 54.3%.

The increase in GMV primarily reflects the growth in Digital Platform GMV driven by strong order growth, new consumer acquisition and an increase in Marketplace AOV from $571 to $618 resulting from a higher average selling price, foreign exchange rate movements, higher full price mix of items sold and increased number of items per order. During first quarter 2021, we also saw year-over-year growth in transactions through websites managed by Farfetch Platform Solutions, primarily driven by incremental activity from newly launched e-commerce sites over the past year, including Harrods.com and Off---White.com which were launched in first quarter 2020.

Revenue (in thousands):

Three months ended March 31,

2020

2021

Digital Platform Services third-party revenue

$

119,201

$

181,057

Digital Platform Services first-party revenue

65,976

104,804

Digital Platform Services Revenue

185,177

285,861

Digital Platform Fulfilment Revenue

30,285

76,228

Brand Platform Revenue

107,459

112,315

In-Store Revenue

8,516

10,675

Revenue

$

331,437

$

485,079

Revenue increased by $153.6 million year-over-year from $331.4 million in first quarter 2020 to $485.1 million in first quarter 2021, representing growth of 46.4%. The increase was primarily driven by 68.1% growth in Digital Platform Revenue to $362.1 million partially offset by comparatively lower Brand Platform Revenue growth of 4.5% year-over-year.

The increase in Digital Platform Services Revenue of 54.4% was driven by 59.6% overall growth in Digital Platform GMV with Digital Platform Services first-party GMV, which is comprised of our sales of owned-inventory including First-Party Original, and included in Digital Platform Services Revenue at 100% of the GMV. Digital Platform Services first-party revenue increased 58.9% year-over-year to $104.8 million, primarily driven by our continued focus on growing New Guards direct-to-consumer sales on the Marketplace and the respective websites of the New Guards portfolio brands.

Digital Platform Fulfilment Revenue represents the pass-through of delivery and duties charges incurred by our global logistics solutions, net of any Farfetch-funded consumer promotions and incentives. Whilst Digital Platform Fulfilment Revenue would be expected to grow in line with the cost of delivery and duties, which increase as Digital Platform GMV and order volumes grow, variations in the level of Farfetch funded promotions and incentives will impact Digital Platform Fulfilment Revenue. In first quarter 2021, Digital Platform Fulfilment Revenue increased 151.7% year-over-year driven by Digital Platform Fulfilment cost growth, due to increased pass-through costs resulting from a shift in regional mix of sales and impacts of Brexit leading to higher duties, in addition to a decrease in promotional activity.

In-Store Revenue increased by 25.4% to $10.7 million and was primarily driven by the opening of additional New Guards portfolio brand stores over the past year, partially offset by temporary store closures and reduced foot traffic across our retail store network as a result of COVID-19 restrictions.

Cost of Revenue (in thousands):

Three months ended March 31,

2020

2021

Digital Platform Services third-party cost of revenue

$

38,677

$

61,358

Digital Platform Services first-party cost of revenue

49,293

68,168

Digital Platform Services cost of revenue

87,970

129,526

Digital Platform Fulfilment cost of revenue

30,285

76,228

Brand Platform cost of revenue

54,979

54,580

In-Store cost of goods sold

4,827

3,876

Cost of revenue

$

178,061

$

264,210

Cost of revenue increased by $86.1 million, or 48.4%, year-over-year from $178.1 million in first quarter 2020 to $264.2 million in first quarter 2021 slightly ahead of Revenue growth. The increase was driven by 151.7% growth in Digital Platform Fulfilment cost of revenue where pass-through duty costs increased as a result of Brexit and a shift in regional sales mix, and 47.2% growth in Digital Platform Services cost of revenue to $129.5 million. Brand Platform cost of revenue remained stable year-over-year, and In-Store cost of revenue decreased due to temporary COVID-19-related store closures.

Digital Platform Services cost of revenue increased at a lower rate than Digital Platform Services Revenue primarily driven by the increased margins across first-party products sold on the Digital Platform as a result of increased mix of full price sales and other higher profit margin products.

We rely on third parties to provide shipping services, and changes in their operations due to the ongoing impacts of COVID-19, as well as supply and demand for delivery services as online adoption accelerates across industries, may impact our service levels or cost of revenue.

Gross profit (in thousands):

Three months ended March 31,

2020

2021

Digital Platform third-party gross profit

$

80,524

$

119,699

Digital Platform first-party gross profit

16,683

36,636

Digital Platform Gross Profit

97,207

156,335

Brand Platform Gross Profit

52,480

57,735

In-Store Gross Profit

3,689

6,799

Gross profit

$

153,376

$

220,869

Gross profit increased by $67.5 million, or 44.0% year-over-year, slightly below Revenue growth, to $220.9 million in first quarter 2021. Gross profit margin marginally declined year-over-year to 45.5% from 46.3%, primarily driven by fulfilment revenue growth at a higher rate than Gross profit growth and therefore margin dilutive.

Digital Platform Gross Profit Margin increased to 54.7% in first quarter 2021, from 52.5% in first quarter 2020 primarily driven by an increase in the mix of full price sales within Browns, and more sales in higher profit margin products from New Guards Group brands. This was partially offset by an increase in certain unit costs associated with operating a global ecommerce business and the recognition of European Digital Services Tax which was previously included within Selling, General and Administrative expenses through second quarter 2020.

Brand Platform Gross Profit Margin increased 260bps year-over-year to 51.4% primarily driven by exchange rate fluctuations.

Selling, general and administrative expenses by type (in thousands):

Three months ended March 31,

2020

2021

Demand generation expense

$

37,966

$

61,867

Technology expense

26,307

33,532

Share based payments

26,760

40,516

Depreciation and amortization

51,323

53,992

General and administrative

111,422

144,666

Other items

5,025

4,721

Selling, general and administrative expense

$

258,803

$

339,294

Demand generation expense increased $23.9 million year-over-year to $61.9 million in first quarter 2021. As a percentage of Digital Platform Service Revenue, first quarter 2021 demand generation expense increased from 20.5% to 21.6%. The movement was driven by increased mix of paid channels and increased investment in demand generation as we continue to target new customer acquisition.

Technology expense primarily relates to maintenance and operations of our platform features and services, as well as software, hosting and infrastructure expenses, which includes three globally distributed data centers, including one in Shanghai, which support the processing of our growing base of transactions. Technology expense increased by $7.2 million, or 27.5%, in first quarter 2021 year-over-year. The increase was mainly driven by an increase in technology staff headcount.

First quarter 2021 technology expense continued to scale as a percentage of Adjusted Revenue, decreasing from 8.7% to 8.2% year-over-year as Adjusted Revenue growth outpaced growth of our underlying technology costs.

Depreciation and amortization expense increased by $2.7 million, or 5.2%, year-over-year from $51.3 million in first quarter 2020 to $54.0 million in first quarter 2021. Amortization expense increased principally due to an increase in amortization of our technology investments, where qualifying technology development costs are capitalized and amortized over their useful lives. Depreciation expense primarily increased as a result of new leases entered into over the past year.

Share based payments increased by $13.8 million or 51.4% year-over-year in first quarter 2021. The increase was mainly due to additional grants of equity-settled awards. This is partially offset by a decrease in employment related taxes and the cost of cash-settled awards, primarily as a result of the change in share price and quarterly revaluation.

General and administrative expense increased by $33.2 million, or 29.8%, year-over-year in first quarter 2021, primarily due to an increase in non-technology headcount and Digital Platform operational costs across a number of areas to support longer-term strategic initiatives. General and administrative expense decreased as a percentage of Adjusted Revenue to 35.4% compared to 37.0% in first quarter 2020 as we continued to leverage our operations base to efficiently grow Adjusted Revenue.

Other items of $4.7 million in first quarter 2021 primarily reflect transaction-related legal and advisory expenses.

Gains on items held at fair value and remeasurements (in thousands):

Three months ended March 31,

2020

2021

Remeasurement gains on put and call option liabilities

$

21,420

$

28,696

Fair value gains on embedded derivative liabilities

44,014

630,390

Fair value remeasurement of previously held equity interest

-

784

Gains on items held at fair value and remeasurements

$

65,434

$

659,870

The $630.4 million fair value gains on embedded derivative liabilities in first quarter 2021 was primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in first quarter 2021 is comprised of the following revaluation gains on our convertible senior notes: (i) $214.3 million fair value gain related to $250 million 5.00% notes due 2025 (the "February 2020 Notes"); (ii) $256.4 million fair value gain related to $400 million 3.75% notes due 2027; and (iii) $159.6 million fair value gain related to $600 million 0.00% notes due 2030. These notes have provided strong liquidity to fund ongoing capital needs and invest in various growth initiatives. The $44.0 million fair value gains on embedded derivative liabilities in first quarter 2020 was primarily driven by the decrease in our share price during the period and the fair value gains on embedded derivative liabilities related to the February 2020 Notes. The remeasurement gains on put and call option liabilities in first quarter 2021 related to a $28.7 million remeasurement gain in connection with Chalhoub Group’s put option over non-controlling interest in Farfetch International Limited, compared to a $21.4 million remeasurement gain in first quarter 2020.

Impairment losses on tangible and intangible assets (in thousands):

Three months ended March 31,

2020

2021

Impairment losses on right-of-use asset

$

(1,535)

$

-

Impairment losses on property, plant and equipment

(757)

-

Impairment losses on tangible assets

$

(2,292)

$

-

There were no impairment losses in first quarter 2021. The first quarter 2020 impairment charge of $2.3 million related to a reduction in the carrying value of the right-of-use asset, and property, plant and equipment at one of our smaller retail locations. This resulted from our quarterly considerations of potential impairment of assets, including our retail stores, whereby indicators of impairment were present.

Profit After Tax

Profit after tax increased by $595.8 million year-over-year to $516.7 million in first quarter 2021. The increase was primarily driven by gains on items held at fair value and remeasurements, which increased $594.4 million year-over-year.

EPS and Diluted EPS

First quarter 2021 diluted EPS was $(0.28) and basic EPS was $1.44. Diluted EPS assumes a full conversion of the convertible notes and that the settlement of the Chalhoub liability held on the statement of financial position at March 31, 2021, would have been exercised and settled respectively in shares at the beginning of 2021. As such, diluted EPS excludes the gains on items held at fair value and interest costs related to the Chalhoub liability and the convertible notes, net of any applicable tax, while including all outstanding equity instruments that have a dilutive impact.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA improved by $3.1 million, to $(19.2) million in first quarter 2021 as a result of our growth, improving unit economics and scaling of the fixed cost base. Adjusted EBITDA Margin improved from (7.4)% to (4.7)% year-over-year, primarily reflecting declines in both general and administrative expenses and in technology expense as percentage of Adjusted Revenue.

Liquidity

At March 31, 2021 cash and cash equivalents were $1,247.6 million, a decrease of $325.8 million compared to $1,573.4 million at December 31, 2020. The decrease in cash and cash equivalents was primarily due to the seasonal reversal of working capital benefit in fourth quarter 2020.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of May 13, 2021.

For Full Year 2021:

  • Digital Platform GMV of $3.725 billion to $3.865 billion, representing growth of 35% to 40% year-over-year

  • Adjusted EBITDA margin of 1% to 2%

For Second Quarter 2021:

  • Digital Platform GMV of $910 million to $945 million, representing growth of 40% to 45% year-over-year

  • Brand Platform GMV of $50 million to $60 million

  • Adjusted EBITDA of $(23) million to $(25) million

Uncertainties resulting from the COVID-19 pandemic and the evolving nature of the situation could have material impacts on our future performance and projections. Factors involving COVID-19 that could potentially impact our future performance include, among others:

  • disruptions to our operations, fulfilment network, and shipments

  • weakened consumer sentiment and discretionary income arising from various macro-economic conditions

  • increased costs to support our operations

  • slowing e-commerce consumer activity as vaccinations gain acceptance and populations resume to pre-pandemic activities and lifestyles

Conference Call Information

Farfetch will host a conference call today, May 13, 2021 at 4:30 p.m. Eastern Time to discuss the Company’s results as well as expectations about Farfetch’s business. Listeners may access the live conference call via audio webcast at http://farfetchinvestors.com, where listeners can also access Farfetch’s earnings press release and slide presentation. Following the call, a replay of the webcast will be available at the same website for 30 days.

Unaudited interim condensed consolidated statements of operations

for the three months ended March 31

(in $ thousands, except share and per share data)

2020

2021

Revenue

331,437

485,079

Cost of revenue

(178,061)

(264,210)

Gross profit

153,376

220,869

Selling, general and administrative expenses

(258,803)

(339,294)

Impairment losses on tangible assets

(2,292)

-

Operating loss

(107,719

)

(118,425)

Gains on items held at fair value and remeasurements

65,434

659,870

Share of results of associates

(31)

(69)

Finance income

1,241

1,019

Finance costs

(35,596)

(25,679)

(Loss)/profit before tax

(76,671)

516,716

Income tax expense

(2,506)

(49)

(Loss)/profit after tax

(79,177)

516,667

(Loss)/profit after tax attributable to:

Equity holders of the parent

(82,067)

511,236

Non-controlling interests

2,890

5,431

(79,177)

516,667

(Loss)/profit per share attributable to equity holders of the parent

Basic

(0.24)

1.44

Diluted

(0.24)

(0.28)

Weighted-average ordinary shares outstanding

Basic

340,272,047

355,052,843

Diluted

340,272,047

457,887,449

Unaudited interim condensed consolidated statements of comprehensive income

for the three months ended March 31

(in $ thousands)

2020

2021

(Loss)/profit after tax

(79,177)

516,667

Other comprehensive income/(loss):

Items that may be subsequently reclassified to the consolidated

statement of operations or financial position (net of tax):

Exchange differences gain/(loss) on translation of foreign operations

12,896

(7,281)

(Loss)/gain on cash flow hedges recognized in equity

(17,364)

6,273

Loss on cash flow hedges recognized in equity - time value

-

(1,897)

Less: Loss/(gain) on cash flow hedges reclassified and reported in net loss

3,159

(2,691)

Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):

Remeasurement loss on severance plan

(3)

-

Other comprehensive loss for the period, net of tax

(1,312)

(5,596)

Total comprehensive (loss)/income for the period, net of tax

(80,489)

511,071

Total comprehensive (loss)/income attributable to:

Equity holders of the parent

(83,379)

508,106

Non-controlling interests

2,890

2,965

(80,489)

511,071

Unaudited interim condensed consolidated statements of financial position

(in $ thousands)

December 31,

2020

March 31,

2021

Non-current assets

Other receivables

58,081

47,291

Deferred tax assets

13,556

14,315

Intangible assets, net

1,279,328

1,266,843

Property, plant and equipment, net

89,082

87,995

Right-of-use assets

179,227

169,008

Investments

8,278

17,318

Investments in associates

2,319

52

Total non-current assets

1,629,871

1,602,822

Current assets

Inventories

145,309

173,068

Trade and other receivables

209,946

283,766

Current tax assets

2,082

2,141

Derivative financial assets

30,242

26,890

Cash and cash equivalents

1,573,421

1,247,580

Total current assets

1,961,000

1,733,445

Total assets

3,590,871

3,336,267

Liabilities and deficit

Non-current liabilities

Provisions

129,113

104,301

Deferred tax liabilities

182,463

176,517

Lease liabilities

165,275

158,327

Employee benefit obligations

26,116

21,251

Derivative financial liabilities

2,996,220

2,365,830

Borrowings (a)

617,789

633,123

Put and call option liabilities

348,937

320,241

Other financial liabilities

4,853

4,624

Total non-current liabilities

4,470,766

3,784,214

Current liabilities

Trade and other payables

666,144

556,155

Provisions

27,146

21,204

Current tax liability

3,098

9,871

Lease liabilities

26,128

27,240

Employee benefit obligations

38,286

10,057

Derivative financial liabilities

17,427

13,207

Other financial liabilities

518

941

Total current liabilities

778,747

638,675

Total liabilities

5,249,513

4,422,889

Equity/(Deficit)

Share capital

14,168

14,250

Share premium

...

927,931

927,931

Merger reserve

783,529

783,529

Foreign exchange reserve

(7,271)

(12,086)

Other reserves

447,753

466,956

Accumulated losses (a)

(3,993,308)

(3,441,060)

Deficit attributable to owners of the parent

(1,827,198)

(1,260,480)

Non-controlling interests

168,556

173,858

Total deficit

(1,658,642)

(1,086,622)

Total deficit and liabilities

3,590,871

3,336,267

  1. Refer to "Revisions to Previously Reported Financial Information" in Notes and Disclosures on page 18

Unaudited interim condensed consolidated statements of cash flows

for the three months ended March 31

(in $ thousands)

2020

2021

Cash flows from operating activities

Operating loss

(107,719)

(118,425)

Adjustments to reconcile operating loss to net cash outflow from operating activities:

Depreciation

9,332

11,158

Amortization

41,991

42,834

Non-cash employee benefits expense

28,822

44,399

Impairment losses on tangible assets

2,292

-

Impairment of investments

102

67

Change in working capital

Increase in receivables

(20,527)

(73,179)

Decrease/(increase) in inventories

23,617

(25,658)

Decrease in payables

(65,013)

(114,166)

Change in other assets and liabilities

Increase in non-current receivables

(864)

(213)

Decrease in other liabilities

(852)

(32,879)

Decrease in provisions

(2,291)

(17,537)

(Decrease)/increase in derivative financial instruments

(4,248)

2,409

Income taxes paid

(619)

(771)

Net cash outflow from operating activities

(95,977)

(281,961)

Cash flows from investing activities

Acquisition of subsidiary, net of cash acquired

(12,016)

-

Payments for property, plant and equipment

(4,376)

(5,379)

Payments for intangible assets

(24,257)

(24,736)

Payments for investments

(1,109)

(9,107)

Interest received

1,264

938

Dividends received from associate

58

-

Net cash outflow from investing activities

(40,436)

(38,284)

Cash flows from financing activities

Repayment of the principal elements of lease payments

(3,459)

(5,630)

Interest paid and fees paid on loans

(10,458)

(5,265)

Dividends paid to holders of non-controlling interests

(1,369)

-

Proceeds from exercise of employee share based awards

1,254

13,086

Proceeds from borrowings, net of issue costs

250,000

-

Net cash inflow from financing activities

235,968

2,191

Net increase/(decrease) in cash and cash equivalents

99,555

(318,054)

Cash and cash equivalents at the beginning of the period

322,429

1,573,421

Effects of exchange rate changes on cash and cash equivalents

29

(7,787)

Cash and cash equivalents at end of period

422,013

1,247,580

Unaudited interim condensed consolidated statements of changes in equity/(deficit)

(in $ thousands)

Share

capital

Share

premium

Merger

reserve

Foreign

exchange reserve

Other

reserves

Accumulated

losses

Equity/ (deficit)

attributable to owners of the parent

Non- controlling

interests

Total

equity/ (deficit)

Balance at January 1, 2020

13,584

878,007

783,529

(30,842)

349,463

(826,135)

1,167,606

170,226

1,337,832

Changes in equity

(Loss)/income after tax for the period

-

-

-

-

-

(82,067)

(82,067)

2,890

(79,177)

Other comprehensive income/(loss)

-

-

-

12,896

(14,208)

-

(1,312)

-

(1,312)

Total comprehensive income/(loss) for the period, net of tax

-

-

-

12,896

(14,208)

(82,067)

(83,379)

2,890

(80,489)

Issue of share capital, net of transaction costs

43

-

-

-

-

-

43

-

43

Share based payment – equity settled

-

-

-

-

820

22,689

23,509

-

23,509

Share based payment – reverse vesting shares

-

-

-

-

6,523

-

6,523

-

6,523

Dividends paid to non-controlling interests

-

-

-

-

-

-

-

(20,515)

(20,515)

Balance at March 31, 2020

13,627

878,007

783,529

(17,946)

342,598

(885,513)

1,114,302

152,601

1,266,903

Balance at January 1, 2021 (a)

14,168

927,931

783,529

(7,271)

447,753

(3,993,308)

(1,827,198)

168,556

(1,658,642)

Changes in deficit

Income after tax for the period

-

-

-

-

-

511,236

511,236

5,431

516,667

Other comprehensive (loss)/income

-

-

-

(4,815)

1,685

-

(3,130)

(2,466)

(5,596)

Total comprehensive (loss)/income for the period, net of tax

-

-

-

(4,815)

1,685

511,236

508,106

2,965

511,071

Loss on cashflow hedge transferred to inventory

-

-

-

-

1,209

-

1,209

-

1,209

Issue of share capital, net of transaction costs

82

-

-

-

-

-

82

-

82

Share based payment – equity settled

-

-

-

-

9,786

41,012

50,798

-

50,798

Share based payment – reverse vesting shares

-

-

-

-

6,523

-

6,523

-

6,523

Acquisition of non-controlling interest

-

-

-

-

-

-

-

2,337

2,337

Balance at March 31, 2021

14,250

927,931

783,529

(12,086)

466,956

(3,441,060)

(1,260,480)

173,858

(1,086,622)

  1. Refer to "Revisions to Previously Reported Financial Information" in Notes and Disclosures on page 18

Supplemental Metrics 1

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

(in thousands, except per share data or otherwise stated)

Consolidated Group:

Gross Merchandise Value ("GMV")

$

488,475

$

492,014

$

739,937

$

610,874

$

721,310

$

797,840

$

1,056,990

$

915,604

Revenue

209,260

255,481

382,232

331,437

364,680

437,700

540,105

485,079

Adjusted Revenue

180,738

228,227

337,738

301,152

307,877

386,778

464,887

408,851

In-Store Revenue

4,220

9,077

9,788

8,516

3,926

11,416

13,666

10,675

In-Store GMV

4,220

9,077

9,788

8,516

3,926

11,416

13,666

13,275

Gross profit

85,280

115,139

176,136

153,376

159,375

209,029

249,148

220,869

Gross profit margin

40.8%

45.1%

46.1%

46.3%

43.7%

47.8%

46.1%

45.5%

Demand generation expense

$

(34,444)

$

(34,321)

$

(51,162)

$

(37,966)

$

(47,378)

$

(46,185)

$

(67,258)

$

(61,867)

Technology expense

(19,073)

(22,322)

(22,653)

(26,307)

(29,284)

(29,809)

(29,827)

(33,532)

Share based payments

(45,710)

(31,760)

(42,238)

(26,760)

(61,915)

(81,840)

(121,118)

(40,516)

Depreciation and amortization

(14,323)

(35,097)

(50,065)

(51,323)

(51,758)

(54,007)

(60,135)

(53,992)

General and administrative

(69,339)

(94,134)

(120,247)

(111,422)

(107,888)

(143,349)

(141,687)

(144,666)

Other items

1,764

(10,061)

(5,584)

(5,025)

(1,302)

(860)

(17,080)

(4,721)

Impairment losses on tangible assets

-

-

-

(2,292)

-

-

(699)

-

Impairment losses on intangible assets

-

-

-

-

-

-

(36,269)

-

Gains / (losses) on items held at fair value and remeasurements

-

32,286

(10,565)

65,434

(278,622)

(373,079)

(2,057,306)

659,870

(Loss) / Profit after tax (a)

(95,392)

(90,484)

(110,126)

(79,177)

(435,899)

(536,960)

(2,263,587)

516,667

Adjusted EBITDA

(37,576)

(35,638)

(17,926)

(22,319)

(25,175)

(10,314)

10,376

(19,196)

Adjusted EBITDA Margin

(20.8)%

(15.6)%

(5.3)%

(7.4)%

(8.2)%

(2.7)%

2.2%

(4.7)%

Basic EPS (a)

$

(0.31)

$

(0.30)

$

(0.34)

$

(0.24)

$

(1.29)

$

(1.58)

$

(6.47)

$

1.44

Diluted EPS

(0.31)

(0.30)

(0.34)

(0.24)

(1.29)

(1.58)

(6.47)

(0.28)

Adjusted EPS (a)

(0.16)

(0.20)

(0.08)

(0.24)

(0.20)

(0.17)

(0.00)

(0.22)

Digital Platform:

Digital Platform GMV

$

484,255

$

420,266

$

628,610

$

494,899

$

651,036

$

674,097

$

939,444

$

790,014

Digital Platform Services Revenue

176,518

156,479

226,411

185,177

237,603

263,035

347,341

285,861

Digital Platform Fulfilment Revenue

28,522

27,254

44,494

30,285

56,803

50,922

75,218

76,228

Digital Platform Gross Profit

84,106

83,294

123,572

97,207

130,579

143,318

189,102

156,335

Digital Platform Gross Profit Margin

47.6%

53.2%

54.6%

52.5%

55.0%

54.5%

54.4%

54.7%

Digital Platform Order Contribution

$

49,662

$

48,973

$

72,410

$

59,241

$

83,201

$

97,133

$

121,844

$

94,468

Digital Platform Order Contribution Margin

28.1%

31.3%

32.0%

32.0%

35.0%

36.9%

35.1%

33.0%

Active Consumers

1,773

1,889

2,068

2,149

2,524

2,742

3,024

3,272

AOV - Marketplace

$

600

$

582

$

636

$

571

$

493

$

574

$

626

$

618

AOV - Stadium Goods

336

327

301

314

304

340

308

326

Brand Platform:

Brand Platform GMV

$

-

$

62,671

$

101,539

$

107,459

$

66,348

$

112,327

$

103,880

$

112,315

Brand Platform Revenue

-

62,671

101,539

107,459

66,348

112,327

103,880

112,315

Brand Platform Gross Profit

-

27,464

47,543

52,480

27,729

58,738

51,857

57,735

Brand Platform Gross Profit Margin

-

43.8%

46.8%

48.8%

41.8%

52.3%

49.9%

51.4%

  1. Refer to "Revisions to Previously Reported Financial Information" in Notes and Disclosures on page 18

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our Luxury New Retail initiative, operations in China and anticipated future opportunities and business levels, future financial or operating performance, planned activities and objectives, anticipated growth resulting therefrom, market opportunities, strategies and other expectations, strategic initiatives, our growth and expected performance for the second quarter of 2021 and full year 2021, statements regarding our expected profitability for full year 2021, as well as statements that include the words "expect," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: purchasers of luxury products may not choose to shop online in sufficient numbers; the effect of the COVID-19 global pandemic on our business and results of operations; our ability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; the volatility and difficulty in predicting the luxury fashion industry; our reliance on a limited number of luxury sellers for the supply of products on our Marketplace; our reliance on luxury sellers to anticipate, identify and respond quickly to new and changing fashion trends, consumer preferences and other factors; our reliance on retailers and brands to make products available to our consumers on our Marketplace and to set their own prices for such products; New Guards’ dependence on its production, inventory management and fulfilment processes and systems; the operation of retail stores subjects us to numerous risks, some of which are beyond our control; our ability to acquire or retain consumers and to promote and sustain the Farfetch brand; our reliance on highly complex software, which may contain undetected errors; our ability or the ability of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information; our reliance on information technologies and our ability to adapt to technological developments; our reliance on third-party providers to host certain websites and applications; our ability to successfully utilize our data; our ability to manage our growth effectively; the increased focus on social, environmental and sustainability matters could increase our costs, harm our reputation and adversely affect our financial results, and our ability to implement our environmental, sustainability, responsible sourcing, social and inclusion and diversity goals; José Neves, our Chief Executive Officer, has considerable influence over important corporate matters due to his ownership of us, and our dual-class voting structure will limit your ability to influence corporate matters, including a change of control; and the other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") for the fiscal year ended December 31, 2020, as such factors may be updated from time to time in our other filings with the SEC, accessible on the SEC’s website at www.sec.gov and on our website at http://farfetchinvestors.com. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

NOTES AND DISCLOSURES

Revisions to Previously Reported Financial Information

In connection with the preparation of the Company’s condensed consolidated financial statements for the quarter ended March 31, 2021, a misstatement was identified in relation to the accounting for interest expense reported in our results for the year ended December 31, 2020. This was recorded and reported in the condensed consolidated statements of operations in the finance cost line item, which is not included within operating loss and only impacts the fourth quarter of 2020. As compared to what was previously reported, the correction decreased the finance cost line item by $17.4 million and resulted in a $17.4 million decrease in loss after tax, and a decrease in loss per share of $0.05 for both the quarterly period and the annual period ended December 31, 2020. The correction also resulted in a decrease of $17.4 million to the non-current borrowings line in the statement of financial position on December 31, 2020. This revision had no impact on gross profit, operating loss, or Adjusted EBITDA in the periods mentioned, and had no impact on total assets, total deficit and liabilities, or total cash flows in the relevant periods. The Company evaluated these amounts and has concluded that while they are immaterial to the previously reported consolidated financial statements, they should be corrected by revising the previously reported financial information when such amounts are presented for comparative purposes. The results presented herein have been corrected to reflect the above.

Presentation Change

Beginning in second quarter 2020, we changed the presentation of our operating loss to reflect losses on items held at fair value and remeasurements, and share of results of associates, as non-operating items in the consolidated statement of operations. These items are now presented below operating loss, and all prior periods in this release reflect this change. We have made this presentation change in order to improve comparability of our period-over-period operating loss, particularly given the increased volatility of the items with a valuation dependent on our market share price. As a result of this presentation change, the consolidated statement of cash flows starts with operating loss from second quarter 2020, rather than loss before tax as previously reported. This change had no impact on our historical loss after tax or on any of our historical unaudited condensed consolidated statements of financial position, changes in equity, cash flows or on our previously provided non-IFRS and operational measures. We determined that these presentation changes had no material impact on the previously reported financial information or on any previously issued annual financial statements.

Non-IFRS and Other Financial and Operating Metrics

This release includes certain financial measures not based on IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Adjusted Revenue, Digital Platform Order Contribution, and Digital Platform Order Contribution Margin (together, the "Non-IFRS Measures"), as well as operating metrics, including GMV, Digital Platform GMV, Brand Platform GMV, In-Store GMV, Active Consumers and Average Order Value. See the "Definitions" section below for a further explanation of these terms.

Management uses the Non-IFRS Measures:

  • as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

  • for planning purposes, including the preparation of our internal annual operating budget and financial projections;

  • to evaluate the performance and effectiveness of our strategic initiatives; and

  • to evaluate our capacity to fund capital expenditures and expand our business.

The Non-IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non-IFRS Measures as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations period over period and would ordinarily add back non-cash expenses such as depreciation, amortization and items that are not part of normal day-to-day operations of our business. By providing the Non-IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Items excluded from the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss after tax, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

  • such measures do not reflect revenue related to fulfilment, which is necessary to the operation of our business;

  • such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual commitments;

  • such measures do not reflect changes in our working capital needs;

  • such measures do not reflect our share based payments, income tax benefit/(expense) or the amounts necessary to pay our taxes;

  • although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and

  • other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Revenue should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS Measures we use may differ from the non-IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.

Digital Platform Order Contribution and Digital Platform Order Contribution Margin are not measurements of our financial performance under IFRS and do not purport to be alternatives to gross profit or loss after tax derived in accordance with IFRS. We believe that Digital Platform Order Contribution and Digital Platform Order Contribution Margin are useful measures in evaluating our operating performance within our industry because they permit the evaluation of our digital platform productivity, efficiency and performance. We also believe that Digital Platform Order Contribution and Digital Platform Order Contribution Margin are useful measures in evaluating our operating performance because they take into account demand generation expense and are used by management to analyze the operating performance of our digital platform for the periods presented.

Farfetch reports under International Financial Reporting Standards ("IFRS"). Farfetch provides earnings guidance on a non-IFRS basis and does not provide earnings guidance on an IFRS basis. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable IFRS financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in the fair value of cash-settled share based payment liabilities; foreign exchange gains/(losses) and the other adjustments reflected in our reconciliation of historical non-IFRS financial measures, the amounts of which, could be material.

Reconciliations of the historical non-IFRS measures presented in this press release to their most directly comparable IFRS measures are included in the accompanying tables.

The following tables reconcile Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS financial performance measure, which are loss after tax and loss after tax margin, respectively:

(in $ thousands, except as otherwise noted)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

(Loss)/Profit after tax (a)

$

(95,392)

$

(90,484)

$

(110,126)

$

(79,177)

$

(435,899)

$

(536,960)

$

(2,263,587)

$

516,667

Net finance (income)/expense (a)

(1,249)

10,689

(16,182)

34,355

20,751

14,363

(2,874)

24,660

Income tax expense/(benefit)

813

(104)

(108)

2,506

(4,118)

2,882

(15,704)

49

Depreciation and amortization

14,323

35,097

50,065

51,323

51,758

54,007

60,135

53,992

Share based payments (b)

45,710

31,760

42,238

26,760

61,915

81,840

121,118

40,516

(Gains)/losses on items held at fair value and remeasurements (c)

-

(32,286)

10,565

(65,434)

278,622

373,079

2,057,306

(659,870)

Other items (d)

(1,764)

10,061

5,584

5,025

1,302

860

17,080

4,721

Impairment losses on tangible assets

-

-

-

2,292

-

-

699

-

Impairment losses on intangible assets

-

-

-

-

-

-

36,269

-

Share of results of associates

(17)

(371)

38

31

494

(385)

(66)

69

Adjusted EBITDA

$

(37,576)

$

(35,638)

$

(17,926)

$

(22,319)

$

(25,175)

$

(10,314

)

$

10,376

$

(19,196)

Revenue

$

209,260

$

255,481

$

382,232

$

331,437

$

364,680

$

437,700

$

540,105

$

485,079

(Loss)/Profit after tax margin (a)

(45.6)%

(35.4)%

(28.8)%

(23.9)%

(119.5)%

(122.7)%

(419.1)%

106.5%

Adjusted Revenue

$

180,738

$

228,227

$

337,738

$

301,152

$

307,877

$

386,778

$

464,887

$

408,851

Adjusted EBITDA Margin

(20.8)%

(15.6)%

(5.3)%

(7.4)%

(8.2)%

(2.7)%

2.2%

(4.7)%

  1. Refer to "Revisions to Previously Reported Financial Information" in Notes and Disclosures on page 18.

  2. Represents share based payment expense.

  3. Represents (gains)/losses on items held at fair value and remeasurements. See "gains/(losses) on items held at fair value and remeasurements" on page 23 for a breakdown of these items.

  4. Represents other items, which are outside the normal scope of our ordinary activities. See "other items" on page 23 for a breakdown of these expenses. Other items is included within selling, general and administrative expenses.

The following tables reconcile Adjusted Revenue to the most directly comparable IFRS financial performance measure, which is revenue:

(in $ thousands, except as otherwise noted)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Revenue

$

209,260

$

255,481

$

382,232

$

331,437

$

364,680

$

437,700

$

540,105

$

485,079

Less: Digital Platform Fulfilment Revenue

(28,522)

(27,254)

(44,494)

(30,285)

(56,803)

(50,922)

(75,218)

(76,228)

Adjusted Revenue

$

180,738

$

228,227

$

337,738

$

301,152

$

307,877

$

386,778

$

464,887

$

408,851

The following tables reconcile Digital Platform Order Contribution and Digital Platform Order Contribution Margin to the most directly comparable IFRS financial performance measure, which are Digital Platform Gross Profit and Digital Platform Gross Profit Margin, respectively:

(in $ thousands, except as otherwise noted)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Digital Platform Gross Profit

$

84,106

$

83,294

$

123,572

$

97,207

$

130,579

$

143,318

$

189,102

$

156,335

Less: Demand generation expense

(34,444)

(34,321)

(51,162)

(37,966)

(47,378)

(46,185)

(67,258)

(61,867)

Digital Platform Order Contribution

$

49,662

$

48,973

$

72,410

$

59,241

$

83,201

$

97,133

$

121,844

$

94,468

Digital Platform Services Revenue

$

176,518

$

156,479

$

226,411

$

185,177

$

237,603

$

263,035

$

347,341

$

285,861

Digital Platform Gross Profit Margin

47.6%

53.2%

54.6%

52.5%

55.0%

54.5%

54.4%

54.7%

Digital Platform Order Contribution Margin

28.1%

31.3%

32.0%

32.0%

35.0%

36.9%

35.1%

33.0%

The following tables reconcile Adjusted EPS to the most directly comparable IFRS financial performance measure, which is Earnings per share:

(per share amounts)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

(Loss)/earnings per share (a)

$

(0.31)

$

(0.30)

$

(0.34)

$

(0.24)

$

(1.29)

$

(1.58)

$

(6.47)

$

1.44

Share based payments (b)

0.15

0.11

0.12

0.08

0.18

0.24

0.35

0.11

Amortization of acquired intangible assets

0.01

0.06

0.09

0.09

0.09

0.09

0.09

0.08

(Gains)/losses on items held at fair value and remeasurements (c)

-

(0.10)

0.03

(0.19)

0.82

1.08

5.88

(1.86)

Other items (d)

(0.01)

0.03

0.02

0.01

0.00

0.00

0.05

0.01

Impairment losses on tangible assets

-

-

-

0.01

-

-

-

-

Impairment losses on intangible assets

-

-

-

-

-

-

0.10

0.00

Share of results of associates

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

Adjusted (Loss)/earnings per share

$

(0.16)

$

(0.20)

$

(0.08)

$

(0.24)

$

(0.20)

$

(0.17)

$

(0.00)

$

(0.22)

  1. Refer to "Revisions to Previously Reported Financial Information" in Notes and Disclosures on page 18.

  2. Represents share based payment expense on a per share basis.

  3. Represents (gains)/losses on items held at fair value and remeasurements on a per share basis. See "gains/(losses) on items held at fair value and remeasurements" on page 23 for a breakdown of these items.

  4. Represents other items on a per share basis, which are outside the normal scope of our ordinary activities. See "other items" on page 23 for a breakdown of these expenses. Other items included within selling, general and administrative expenses.

The following tables represent gains/(losses) on items held at fair value and remeasurements:

(in $ thousands, except as otherwise noted)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Fair value remeasurements:

Shares issued as part of New Guards acquisition

$

-

$

(21,526)

$

-

$

-

$

-

$

-

$

-

$

-

$250 million 5.00% Notes due 2025 embedded derivative

-

-

-

44,014

(135,093)

(138,171)

(749,004)

214,345

$400 million 3.75% Notes due 2027 embedded derivative

-

-

-

-

(77,758)

(157,108)

(869,078)

256,438

$600 million 0.00% Notes due 2030 embedded derivative

-

-

-

-

-

-

(272,522)

159,607

FV remeasurement of previously held equity interest

-

-

-

-

-

-

-

784

Present value remeasurements:

Chalhoub put option

-

53,812

(8,959)

21,420

(65,771)

(77,800)

(165,776)

28,696

CuriosityChina call option

-

-

(1,606)

-

-

-

(926)

-

Gains / (losses) on items held at fair value and remeasurements

$

$

32,286

$

(10,565)

$

65,434

$

(278,622)

$

(373,079)

$

(2,057,306)

$

659,870

Farfetch share price (end of day)

$

20.80

$

8.64

$

10.35

$

7.90

$

17.27

$

25.16

$

63.81

$

53.02

The following tables represent other items:

(in $ thousands, except as otherwise noted)

2019

2020

2021

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

First

Quarter

Transaction-related legal and advisory expenses

$

(2,236)

$

(5,061)

$

(5,584)

$

(4,925)

$

(1,799)

$

(860)

$

(17,014)

$

(4,654)

Release of tax provisions

4,000

-

-

-

-

-

-

-

Loss on impairment of investments carried at fair value

-

(5,000)

-

(100)

(69)

-

(66)

(67)

Other

-

-

-

-

566

-

-

-

Other items

$

1,764

$

(10,061)

$

(5,584)

$

(5,025)

$

(1,302)

$

(860)

$

(17,080)

$

(4,721)

Definitions

We define our non-IFRS and other financial and operating metrics as follows:

"Active Consumers" means active consumers on our directly owned and operated sites and related apps. A consumer is deemed to be active if they made a purchase within the last 12-month period, irrespective of cancellations or returns. Active Consumers includes Farfetch Marketplace, BrownsFashion.com, Stadium Goods, and New Guards-owned sites operated by Farfetch Platform Solutions. Due to technical limitations, Active Consumers is unable to fully de-dupe Stadium Goods consumers from consumers on our other sites. The number of Active Consumers is an indicator of our ability to attract and retain our consumer base to our platform and of our ability to convert platform visits into sale orders.

"Adjusted EBITDA" means net income/(loss) after taxes before net finance expense/(income), income tax expense/(benefit) and depreciation and amortization, further adjusted for share based compensation expense, share of results of associates and items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets). Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA may not be comparable to other similarly titled metrics of other companies.

"Adjusted EBITDA Margin" means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

"Adjusted EPS" means earnings per share further adjusted for share based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

"Adjusted Revenue" means revenue less Digital Platform Fulfilment Revenue.

"Average Order Value" ("AOV") means the average value of all orders excluding value added taxes placed on either the Farfetch Marketplace or the Stadium Goods Marketplace, as indicated.

"Brand Platform Gross Profit" means Brand Platform Revenue less the direct cost of goods sold relating to Brand Platform Revenue.

"Brand Platform GMV" and "Brand Platform Revenue" mean revenue relating to the New Guards operations less revenue from New Guards’: (i) owned e-commerce websites, (ii) direct to consumer channel via our Marketplaces and (iii) directly operated stores. Revenue realized from Brand Platform is equal to GMV as such sales are not commission based.

"Digital Platform Fulfilment Revenue" means revenue from shipping and customs clearing services that we provide to our digital consumers, net of Farfetch-funded consumer promotional incentives, such as free shipping and promotional codes. Digital Platform Fulfilment Revenue was referred to as Platform Fulfilment Revenue in previous filings with the SEC.

"Digital Platform GMV" means GMV excluding In-Store GMV and Brand Platform GMV. Digital Platform GMV was referred to as Platform GMV in previous filings with the SEC.

"Digital Platform Gross Profit" means gross profit excluding In-Store Gross Profit and Brand Platform Gross Profit. Digital Platform Gross Profit was referred to as Platform Gross Profit in previous filings with the SEC.

"Digital Platform Gross Profit Margin" means Digital Platform Gross Profit calculated as a percentage of Digital Platform Services Revenue. We provide fulfilment services to Marketplace consumers and receive revenue from the provision of these services, which is primarily a pass-through cost with no economic benefit to us. Therefore, we calculate our Digital Platform Gross Profit Margin, including Digital Platform third-party and first-party gross profit margin, excluding Digital Platform Fulfilment Revenue.

"Digital Platform Order Contribution" means Digital Platform Gross Profit after deducting demand generation expense, which includes fees that we pay for our various marketing channels. Digital Platform Order Contribution provides an indicator of our ability to extract digital consumer value from our demand generation expense, including the costs of retaining existing consumers and our ability to acquire new consumers. Digital Platform Order Contribution was referred to as Platform Order Contribution in previous filings with the SEC.

"Digital Platform Order Contribution Margin" means Digital Platform Order Contribution calculated as a percentage of Digital Platform Services Revenue. Digital Platform Order Contribution Margin was referred to as Platform Order Contribution Margin in previous filings with the SEC.

"Digital Platform Revenue" means the sum of Digital Platform Services Revenue and Digital Platform Fulfilment Revenue. Digital Platform Revenue was referred to as Platform Revenue in previous filings with the SEC.

"Digital Platform Services Revenue" means Revenue less Digital Platform Fulfilment Revenue, In-Store Revenue and Brand Platform Revenue. Digital Platform Services Revenue is driven by our Digital Platform GMV, including commissions from third-party sales and revenue from first-party sales. Digital Platform Services Revenue was also referred to as Adjusted Platform Revenue or Platform Services Revenue in previous filings with the SEC.

"Digital Platform Services third-party revenues" represent commissions and other income generated from the provision of services to sellers in their transactions with consumers conducted on our dematerialized platforms, as well as fees for services provided to brands and retailers.

"Digital Platform Services first-party revenues" represents sales of owned-product, including First-Party Original through our digital platform. The revenue realized from first-party sales is equal to the GMV of such sales because we act as principal in these transactions and, therefore, related sales are not commission based.

"Digital Platform Services third-party cost of revenues" and "Digital Platform Services first-party cost of revenues" include packaging costs, credit card fees, and incremental shipping costs provided in relation to the provision of these services. Digital Platform Services first-party cost of revenues also includes the cost of goods sold of the owned products.

"First-Party Original" refers to brands developed by New Guards and sold direct to consumers on the digital platform.

"Gross Merchandise Value" ("GMV") means the total dollar value of orders processed. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us, although GMV and revenue are correlated.

"In-Store Gross Profit" means In-Store Revenue less the direct cost of goods sold relating to In-Store Revenue.

"In-Store GMV" and "In-Store Revenue" mean revenue generated in our retail stores which include Browns, Stadium Goods and New Guards’ directly operated stores. Historically, revenue realized from In-Store sales was equal to GMV of such sales as third-party sales made in certain of our directly-operated stores were accounted for within our Digital Platform segment. Starting in first quarter of 2021, such sales are accounted for within our In-Store segment.

"Third-Party Take Rate" means Digital Platform Services Revenue excluding revenue from first-party sales, as a percentage of Digital Platform GMV excluding GMV from first-party sales and Digital Platform Fulfilment Revenue. Revenue from first-party sales, which is equal to GMV from first-party sales, means revenue derived from sales on our platform of inventory purchased by us.

Certain figures in the release may not recalculate exactly due to rounding. This is because percentages and/or figures contained herein are calculated based on actual numbers and not the rounded numbers presented.

About Farfetch

Farfetch Limited is the leading global platform for the luxury fashion industry. Founded in 2007 by José Neves for the love of fashion, and launched in 2008, Farfetch began as an e-commerce marketplace for luxury boutiques around the world. Today the Farfetch Marketplace connects customers in over 190 countries and territories with items from more than 50 countries and over 1,300 of the world’s best brands, boutiques and department stores, delivering a truly unique shopping experience and access to the most extensive selection of luxury on a single platform. Farfetch’s additional businesses include Browns and Stadium Goods, which offer luxury products to consumers, and New Guards Group, a platform for the development of global fashion brands. Farfetch offers its broad range of consumer-facing channels and enterprise level solutions to the luxury industry under its Luxury New Retail initiative. The Luxury New Retail initiative also encompasses Farfetch Platform Solutions, which services enterprise clients with e-commerce and technology capabilities, and innovations such as Store of the Future, its connected retail solution.

For more information, please visit www.farfetchinvestors.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210513005816/en/

Contacts

Investor Relations Contact:
Alice Ryder
VP Investor Relations
IR@farfetch.com

Media Contacts:
Susannah Clark
VP Communications, Global
susannah.clark@farfetch.com
+44 7788 405224

Brunswick Group
farfetch@brunswickgroup.com
US: +1 (212) 333 3810
UK: +44 (0) 207 404 5959